Bio-Techne Corporation filed a Form 8-K on September 23, 2026, reporting the results of a special shareholder meeting held that same day to vote on a proposed merger with Merck KGaA, Darmstadt, Germany.

Key Highlights

  • Merger Agreement approved: 121,929,544 votes were cast in favor of adopting the Merger Agreement, against 1,208,817 votes opposed and 30,610 abstentions.
  • Quorum met: Holders of 78.55% of outstanding shares were present or represented by proxy at the Special Meeting.
  • Record date shares: As of August 11, 2026, there were 156,800,296 shares of Bio-Techne Common Stock issued, outstanding, and entitled to vote.
  • Surviving entity: Under the Merger Agreement, Bio-Techne will continue as the surviving corporation and become a wholly-owned subsidiary of Parent (Merck KGaA).
  • Compensation advisory vote: The non-binding proposal on merger-related executive compensation received 25,912,275 votes for and 96,412,306 votes against, with 844,390 abstentions.
  • Adjournment not needed: The Adjournment Proposal was not submitted because a quorum was present and sufficient votes existed to approve the Merger Agreement Proposal.

Bio-Techne Special Meeting: Merger Vote Results and Transaction Terms

According to the filing, Bio-Techne Corporation (NASDAQ:TECH) held a special meeting of shareholders on September 23, 2026, to consider proposals arising from the Agreement and Plan of Merger dated June 25, 2026. The Merger Agreement involves Bio-Techne, Merck KGaA, Darmstadt, Germany ("Parent"), and EMD Holdings NewCo, Inc., a Minnesota corporation and wholly-owned subsidiary of Parent ("Merger Sub"). The filing states that under the terms of the Merger Agreement, Merger Sub will merge with and into Bio-Techne, with Bio-Techne continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

The filing reports that as of the August 11, 2026 record date, 156,800,296 shares of Bio-Techne Common Stock, par value $0.01 per share, were issued, outstanding, and entitled to vote. Holders of 78.55% of those shares were present by remote communication or represented by proxy, constituting a quorum. The Merger Agreement Proposal received 121,929,544 votes in favor, 1,208,817 votes against, and 30,610 abstentions, with no broker non-votes recorded. A definitive proxy statement was filed with the SEC on August 20, 2026, according to the filing.

A separate non-binding advisory vote on compensation that may be paid or become payable to Bio-Techne's named executive officers in connection with the Merger resulted in 25,912,275 votes for and 96,412,306 votes against, with 844,390 abstentions. The filing also notes that Bio-Techne issued a press release on September 23, 2026, announcing shareholder approval of the Merger Agreement Proposal, attached as Exhibit 99.1. The filing includes forward-looking statements that, according to the company's cautionary language, are subject to risks and uncertainties that could cause actual results to differ materially.

What Was Disclosed

Bio-Techne reported the results of a September 23, 2026 special shareholder meeting, at which shareholders voted to approve an Agreement and Plan of Merger with Merck KGaA, Darmstadt, Germany, along with the final vote tallies for each proposal considered.